Exhibit 10.2


 


BEACON ROOFING SUPPLY, INC. 2014 STOCK PLAN


 


TIME BASED


 


RESTRICTED STOCK UNIT AWARD AGREEMENT
FOR EMPLOYEES


 


A Restricted Stock
Unit (RSU) Award (the “Award”) granted by Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”),
to the employee named in the attached Award letter (the “Grantee”), relating to the common stock, par value $.01 per
share (the “Common Stock”), of the Company, shall be subject to the following terms and conditions and the provisions
of the Beacon Roofing Supply, Inc. 2014 Stock Plan (“Plan”), a copy of which is attached hereto or which previously
has been provided to the Grantee and the terms of which are hereby incorporated by reference:


 


1.            Acceptance
by Grantee. The receipt of the Award is conditioned upon its acceptance by the Grantee in the space provided therefor at the
end of this Agreement and the return of an executed copy of this Agreement to the General Counsel of the Company no later than
__________ _____, 2014. If the Grantee shall fail to return this executed Agreement by the due date, the Grantee’s Award
shall be forfeited to the Company.


 


2.            Grant of RSUs. The Company hereby grants to the Grantee the Award of RSUs, as set forth in the Award letter. An RSU
is the right, subject to the terms and conditions of the Plan and this Agreement, to receive a distribution of a share of Common
Stock for each RSU as described in Section 7 of this Agreement.


 


3.            RSU Account. The Company shall maintain an account (“RSU Account”) on its books in the name of the Grantee
which shall reflect the number of RSUs awarded to the Grantee and any dividend equivalents paid to the Grantee as described in
Section 4.


 


4.            Dividend Equivalents. Upon the payment of any dividends on Common Stock occurring during the period preceding the
date the RSUs are settled in Common Stock and distributed to the Grantee as described in Section 6, the Company shall credit the
Grantee’s RSU Account with an amount equal in value to the dividends that the Grantee would have received had the Grantee
been the actual owner of the number of shares of Common Stock represented by the RSUs in the Grantee’s RSU Account on that
date. Such amounts shall be paid to the Grantee in cash at the time and to the extent the RSUs are distributed to the Grantee.
Any dividend equivalents relating to RSUs that are forfeited shall also be forfeited.


 


5.            Vesting.


 


(a)            Except as described in (b) and (c) below, the Grantee shall become vested in his Award on the third anniversary of
the date of the Award (the “Vesting Date”), if he remains in continuous employment with the Company or its affiliates
until such date.


 


(b)            If the Grantee’s employment with the Company and its affiliates terminates prior to the Vesting Date due to death,
disability or retirement, the Award shall become vested on the date of such termination of employment. For this purpose (i) “disability”
means (as determined by the Committee in its sole discretion) the inability of the Grantee to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability
or which has lasted or can be expected to last for a continuous period of not less than 12 months and (ii) “retirement”
means termination of the Grantee’s employment for any reason other than cause (as determined by the Company in its sole discretion)
on or after the Grantee’s attainment age of 65.


 






    	 



    	 



    

 


(c)            The Award shall be forfeited to the Company upon the Grantee’s termination of employment with the Company and its
affiliates for any reason other than the Grantee’s death, disability or retirement (as described above) that occurs prior
to the Vesting Date.


 


The foregoing provisions of this Section
5 shall be subject to the provisions of any written employment security agreement or severance agreement that has been or may be
executed by the Grantee and the Company, and the provisions in such employment security agreement or severance agreement concerning
the lapse of restrictions of an Award in connection with the Grantee’s termination of employment shall supercede any inconsistent
or contrary provision of this Section 5.


 


6.            Settlement of RSUs. If a Grantee becomes vested in his Award in accordance with Section 5, the Company shall distribute
to him, or his personal representative, beneficiary or estate, as applicable, a number of shares of Common Stock equal to the number
of vested RSUs subject to the Award. Such shares shall be delivered within 30 days following the date of vesting.


 


7.            Forfeiture of Award. Except as described in Section 5(b), a Grantee’s Award shall be forfeited to the Company
if the Grantee does not remain in continuous employment with the Company or its affiliates until the Vesting Date.


 


8.            Withholding Taxes. The Grantee shall pay to the Company an amount sufficient to satisfy all minimum Federal, state
and local withholding tax requirements prior to the delivery of any certificate for shares. Payment of such taxes may be made by
one or more of the following methods: (a) in cash, (b) in cash received from a broker-dealer to whom the Grantee has submitted
irrevocable instructions to deliver the amount of tax to the Company from the proceeds of the sale of shares subject to the Award,
(c) by directing the Company to withhold a number of shares otherwise issuable pursuant to the Award with a Fair Market Value equal
to the tax required to be withheld, (d) by delivery to the Company of other Common Stock owned by the Grantee that is acceptable
to the Company, valued at its Fair Market Value on the date of payment, or (e) by certifying to ownership by attestation of such
previously owned Common Stock.


 


9.            Change in Control.


 


(a)            In the event of a Change in Control, as defined in
the Plan, unless the Award is continued or assumed by a public company in an equitable manner, the RSU shall become fully vested
immediately prior to the Change in Control as if the time vesting criterion set forth in Section 5(a) had been met. The Award shall
settle in accordance with Section 6.


 






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(b)            If the Award is continued or assumed by a public
company in an equitable manner, then the vesting of the Award shall be contingent only upon the Grantee’s employment through
the end of the time vesting period set forth in Section 5 unless there is a Qualifying Termination within one year following the
Change in Control. If a Qualifying Termination occurs within one year following the Change in Control, the Award shall become fully
vested immediately and be settled in accordance with Section 6.


 


(c)            For purposes of this Section 10: (1)
“Qualifying Termination” means the
termination of a Grantee’s employment (a) by the employer for any reason other than Cause; or (b) by a Grantee who was
an officer of the Company immediately prior to the Change in Control for Good Reason; (2) “Cause” means (unless
otherwise expressly provided in the Grantee’s employment agreement) the termination of the Grantee’s employment
following the occurrence of any one or more of the following: (a) the Grantee’s conviction of, or plea of guilty or
nolo contendere to, a felony; (b) the Grantee’s willful and continual failure to substantially perform the
Grantee’s duties after written notification; (c) the Grantee’s willful engagement in conduct that is materially
injurious to the employer, monetarily or otherwise; (d) the Grantee’s commission of an act of gross misconduct in
connection with the performance of the Grantee’s duties; or (e) the Grantee’s material breach of any employment,
confidentiality, or other similar agreement with the employer that, if capable of cure, remains uncured 10 days after written
notice thereof; (3) “Good Reason” means, without the Grantee’s consent, (a) a material reduction in the
position, duties, or responsibilities of the Grantee from those in effect immediately prior to such change; (b) a reduction
in the Grantee’s base salary; (c) a relocation of the Grantee’s primary work location to a distance of more than
50 miles from its location as of immediately prior to such change; or (d) a material breach by the Grantee’s employer
of any employment agreement between such employer and the Grantee provided, however, in all cases, a Grantee must give the
Company written notice of the circumstances giving rise to the Good Reason event and thirty (30) days to cure such
circumstance.


 


10.            Rights as Stockholder. The Grantee shall not be entitled to any of the rights of a stockholder of the Company with
respect to the Award, including the right to vote and to receive dividends and other distributions, until and to the extent the
Award is settled in shares of Common Stock.


 


11.            Award Not Transferable. The Award may not be transferred other than by will or the applicable laws of descent or
distribution or pursuant to a qualified domestic relations order. The Award shall not otherwise be assigned, transferred, or pledged
for any purpose whatsoever and is not subject, in whole or in part, to attachment, execution or levy of any kind. Any attempted
assignment, transfer, pledge, or encumbrance of the Award, other than in accordance with its terms, shall be void and of no effect.


 


12.            Share Delivery. Delivery of shares pursuant to Section 6 will be by book-entry credit to an account in the Grantee’s
name established by the Company with the Company’s transfer agent; provided that the Company shall, upon written request
from the Grantee (or his estate or personal representative, as the case may be), issue certificates in the name of the Grantee
(or his estate or personal representative) representing such shares.


 






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13.            Administration. The Award shall be administered in accordance with such regulations as the Committee shall from time
to time adopt.


 


14.            Governing Law. This Agreement, and the Award, shall be construed, administered and governed in all respects under
and by the laws of the State of Delaware.


 


IN WITNESS WHEREOF,
this Agreement is executed by the Company this ____ day of _________, 2014. The award date is the ____ day of___________, 2014.


 


BEACON ROOFING
SUPPLY, INC.


 





	AGREED AND ACCEPTED:	 	 	 	 
	 	 	 	 	 
	GRANTEE	 	 	 	 
	 	 	 	 	 
	  	 	 	 	 
	Print	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Sign	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Date:	 	 	 	 



 



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